UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-Q
☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended JUNE 30, 2020
☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
ALTAIR INTERNATIONAL CORP.
(Exact name of registrant as specified in its charter)
| Nevada | 333-190235 | 99-0385465 |
| (State or other jurisdiction | (Commission File Number) | (IRS Employer |
| of Incorporation) | Identification Number) | |
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6501 E. Greenway Pkwy #103-412 Scottsdale, AZ 85254 |
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(Address of principal executive offices)
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| (760) 413-3927 | ||
| (Registrant’s Telephone Number) |
Indicate by check mark whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☑ No ☐
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☑ No☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Ruble 12b-2 of the Exchange Act.
| Large accelerated filer ☐ | Accelerated filer ☐ |
| Non-accelerated filer ☐ (Do not check if a smaller reporting company) | Smaller reporting company ☑ |
| Emerging growth company ☑ |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☑ No ☐
As of August 14, 2020, there were 511,732,553 shares of the registrant’s $0.001 par value common stock issued and outstanding.
ALTAIR INTERNATIONAL CORP.
QUARTERLY REPORT
PERIOD ENDED JUNE 30, 2020
TABLE OF CONTENTS
| Page No. | |||
| PART I - FINANCIAL INFORMATION | |||
| Item 1. | Financial Statements | F1 – F10 | |
| Item 2. | Management's Discussion and Analysis of Financial Condition and Results of Operations | 13 | |
| Item 3. | Quantitative and Qualitative Disclosures About Market Risk | 16 | |
| Item 4T. | Controls and Procedures | 16 | |
| PART II - OTHER INFORMATION | |||
| Item 1. | Legal Proceedings | 17 | |
| Item1A. | Risk Factors | 17 | |
| Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds | 17 | |
| Item 3. | Defaults Upon Senior Securities | 17 | |
| Item 4. | Mine Safety Disclosures | 17 | |
| Item 5. | Other Information | 17 | |
| Item 6. | Exhibits | 17 | |
| Signatures | 18 |
Special Note Regarding Forward-Looking Statements
Information included in this Form 10-Q contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (“Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (“Exchange Act”). This information may involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of Altair International Corp. (the “Company”), to be materially different from future results, performance or achievements expressed or implied by any forward-looking statements. Forward-looking statements, which involve assumptions and describe future plans, strategies and expectations of the Company, are generally identifiable by use of the words “may,” “will,” “should,” “expect,” “anticipate,” “estimate,” “believe,” “intend,” or “project” or the negative of these words or other variations on these words or comparable terminology. These forward-looking statements are based on assumptions that may be incorrect, and there can be no assurance that these projections included in these forward-looking statements will come to pass. Actual results of the Company could differ materially from those expressed or implied by the forward-looking statements as a result of various factors. Except as required by applicable laws, the Company has no obligation to update publicly any forward-looking statements for any reason, even if new information becomes available or other events occur in the future.
*Please note that throughout this Quarterly Report, and unless otherwise noted, the words "we," "our," "us," the "Company," or "ATAO" refers to Altair International Corp.
PART I - FINANCIAL INFORMATION
| ITEM 1. | FINANCIAL STATEMENTS |
| INDEX | F-1 | |
| Balance Sheets as of June 30, 2020 (Unaudited) and March 31, 2020 (Audited) | F-2 | |
| Statements of Operations for the Three Months Ended June 30, 2020 and June 30, 2019 (Unaudited) | F-3 | |
| Statement of Stockholders Deficit for the Three Months Ended June 30, 2020 and June 30, 2019 (Unaudited) | F-4 | |
| Statements of Cash Flows for the Three Months Ended June 30, 2020 and June 30, 2019 (Unaudited) | F-5 | |
| Notes to the Financial Statements (Unaudited) | F-6 |
| F-1 |
| F-2 |
| F-3 |
| F-4 |
| F-5 |
ALTAIR INTERNATIONAL CORP.
Notes to the Financial Statements
June 30, 2020
(Unaudited)
The results for the three months ended June 30, 2020 are not necessarily indicative of the results of operations for the full year. These financial statements and related footnotes should be read in conjunction with the financial statements and footnotes thereto included in the Company’s Annual Report on Form 10K for the year ended March 31, 2020, filed with the Securities and Exchange Commission.
The accompanying financial statements have been prepared by the Company without audit. In the opinion of management, all adjustments (which include only normal recurring adjustments) necessary to present fairly the financial position, results of operations, and cash flows at June 30, 2020 and for the related periods presented have been made.
NOTE 1 - ORGANIZATION AND BUSINESS OPERATIONS
Organization and Description of Business
ALTAIR INTERNATIONAL CORP. (the “Company”) was incorporated under the laws of the State of Nevada on December 20, 2012. The Company’s physical address is 6501 E. Greenway Pkwy #103-412, Scottsdale, AZ 85254. The Company is in the development stage as defined under Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 915-205 "Development-Stage Entities.”
The Company is currently engaged in identifying and assessing new business opportunities.
The Company previously planned to engage in the distribution of oral thin film nutraceutical products. This plan was abandoned in the 2017 fiscal year due to a lack of working capital required to introduce the products to market.
Since inception (December 20, 2012) through June 30, 2020, the Company has not generated any revenue and has accumulated losses of $940,436.
NOTE 2 - GOING CONCERN
These financial statements have been prepared on a going concern basis, which assumes the Company will be able to realize its assets and discharge its liabilities in the normal course of business for the foreseeable future. The Company has incurred losses since inception resulting in an accumulated deficit of $940,436 as of June 30, 2020 and further losses are anticipated in the development of its business raising substantial doubt about the Company’s ability to continue as a going concern. The ability to continue as a going concern is dependent upon the Company generating profitable operations in the future and/or obtaining the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due. Management intends to finance operating costs over the next twelve months with existing cash on hand, loans from third parties and/or private placements of common stock.
| F-6 |
NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
The accompanying financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America, and pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”) and reflect all adjustments, consisting of normal recurring adjustments, which management believes are necessary to fairly present the financial position, results of operations and cash flows of the Company as of and for the three month periods ending June 30, 2020 and 2019, and year ending March 31, 2020.
Cash and Cash Equivalents
For purposes of the statement of cash flows, the Company considers all highly liquid instruments purchased with an original maturity of three months or less to be cash equivalents.
The Company's bank accounts are deposited in insured institutions. The funds are insured up to $250,000. At June 30, 2020 the Company's bank deposits did not exceed the insured amounts.
Convertible Promissory Notes
The Company has issued Promissory Notes with conversion provisions that allow the holder to convert the note into shares of the Company at a discount. The Company records an expense calculated at the date of issuance based on the amount the note could be converted into at that time, over and above the note payable.
Basic and Diluted Income (Loss) Per Share
The Company computes loss per share in accordance with “ASC-260”, “Earnings per Share” which requires presentation of both basic and diluted earnings per share on the face of the statement of operations. Basic loss per share is computed by dividing net loss available to common shareholders by the weighted average number of outstanding common shares during the period. Diluted loss per share gives effect to all dilutive potential common shares outstanding during the period. Dilutive loss per share excludes all potential common shares if their effect is anti-dilutive.
Income Taxes
The Company follows the liability method of accounting for income taxes. Under this method, deferred income tax assets and liabilities are recognized for the estimated tax consequences attributable to differences between the financial statement carrying values and their respective income tax basis (temporary differences). The effect on deferred income tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.
Fair Value of Financial Instruments
FASB ASC 820 "Fair Value Measurements and Disclosures" establishes a three-tier fair value hierarchy, which prioritizes the inputs in measuring fair value. The hierarchy prioritizes the inputs into three levels based on the extent to which inputs used in measuring fair value are observable in the market.
These tiers include:
Level 1: defined as observable inputs such as quoted prices in active markets;
Level 2: defined as inputs other than quoted prices in active markets that are either directly or indirectly observable; and
Level 3: defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions.
The carrying amounts of financial assets and liabilities, such as cash and accrued liabilities approximate their fair values because of the short maturity of these instruments.
Use of Estimates
The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date the financial statements and the reported amount of revenues and expenses during the reporting period. Actual results could differ from those estimates.
Reclassifications
Certain reclassifications have been made to the prior period financial information to conform to the presentation used in the financial statements for the three month period June 30, 2020.
| F-7 |
NOTE 4 – CONVERTIBLE PROMISSORY NOTES
Williams Ten, LLC
On May 11, 2020, the Company issued a convertible note payable to Williams Ten, LLC in the amount of $15,000.
The note has conversion provisions allowing the holder to convert the note into shares of the Company at a discount, as described in the table below. At issuance the value of the conversion feature was less than the face amount of the note payable.
At June 30, 2020 the balance on the outstanding convertible note payable with interest accrued was $15,164.
Further details of the outstanding convertible note as of June 30, 2020 are as follows:
EROP Capital, LLC
On May 13, 2020, the Company issued a convertible note payable to EROP Capital, LLC in the amount of $20,000.
The note has conversion provisions allowing the holder to convert the note into shares of the Company at a discount, as described in the table below. The Company recorded an expense of $1,057 which was calculated at issuance (May 13, 2020) based on the amount the note could be converted into at that time, over and above the note payable.
At June 30, 2020 the balance on the outstanding convertible note payable with interest accrued was $20,210.
Further details of the outstanding convertible note as of June 30, 2020 are as follows:
| F-8 |
Thirty 05, LLC
On May 18, 2020, the Company issued a convertible note payable to Thirty 05, LLC in the amount of $17,500.
The note has conversion provisions allowing the holder to convert the note into shares of the Company at a discount, as described in the table below. At issuance the value of the conversion feature was less than the face amount of the note payable.
At June 30, 2020 the balance on the outstanding convertible note payable with interest accrued was $17,665.
Further details of the outstanding convertible note as of June 30, 2020 are as follows:
EROP Capital, LLC
On June 5, 2020, the Company issued a convertible note payable to EROP Capital, LLC in the amount of $10,000.
The note has conversion provisions allowing the holder to convert the note into shares of the Company at a discount, as described in the table below. The Company recorded an expense of $528 which was calculated at issuance (June 5, 2020) based on the amount the note could be converted into at that time, over and above the note payable.
At June 30, 2020 the balance on the outstanding convertible note payable with interest accrued was $10,055.
Further details of the outstanding convertible note as of June 30, 2020 are as follows:
Interest expense for these notes as of June 30, 2020 and 2019 was $595 and $0.
Outstanding balances on convertible notes as of June 30, 2020 and 2019 were $62,500 and $0. Furthermore, the total outstanding derivative liabilities on the convertible notes as of June 30, 2020 and 2019 were $1,585 and $0.
| F-9 |
NOTE 5 – COMMON STOCK
The Company has 2,000,000,000 common shares authorized with a par value of $0.001 per share.
The Company had 496,732,553 common shares issued and outstanding at March 31, 2020.
During the three month period ended June 30, 2020, the Company issued 11,000,000 of its common shares in partial settlement of the outstanding balance of a Promissory Note due to Alan Smith. In addition, the Company issued 4,000,000 common shares to Mr. Leonard Lovallo for his role as an independent member of the Company’s Board of Directors.
The Company had 511,732,553 common shares issued and outstanding at June 30, 2020.
NOTE 6 – RELATED PARTY TRANSACTIONS
On September 29, 2017, a Promissory Note (the “Note”) in the principal amount of $45,000 was issued to the Company’s sole officer and director for loans made to the Company in prior periods. The Note was unsecured and bore interest at 6% per annum. The Note matured March 31, 2018. On June 29, 2018, the Company made a partial payment of $15,000 on the Note. The balance of the Note including principal and interest was repaid through a cash payment of $20,000 and the issuance of 11,000,000 common shares valued at $0.0012 per share in the three month period ended June 30, 2020.
On April 10, 2018, the Company agreed to pay the sole officer and director of the company $2,500 per month for a period of 4 months for the provision of management and financial services. On September 1, 2018, the Company agreed to extend this contract on a month-to-month basis at the existing rate of $2,500 per month. $22,500 was paid and $5,000 accrued as payable to February 28, 2019 when the agreement was terminated. The payable amount was paid in the three month period ended June 30, 2020.
On April 29, 2020 the Company entered into a General Services Agreement with Alan Smith, a director and the Company’s sole officer for the performance of duties of a CEO including the provision of management and financial services. The Agreement commenced May 1, 2020 and will remain in full force and effect until December 31, 2020. Under the terms of the Agreement, Alan Smith will receive the following compensation:
| i) | A monthly fee of $2,500; |
| ii) | Payment of past fee accruals in cash in the amount $5,000; |
| iii) | Settlement of the of the outstanding balance of the Promissory Note due to Alan Smith in the amount of $30,000 plus accrued interest through the payment of $20,000 in cash and the issuance of 11,000,000 common shares at $0.0012 per share. |
NOTE 7 – SUBSEQUENT EVENTS
Subsequent to June 30, 2020 the Company entered into the following material transactions:
| 1) | The Company issued three 8% Convertible Promissory Notes as follows: |
| Date | Holder | Amount |
| July 16, 2020 | EROP Capital LLC | $7,500 |
The Note bears interest at the rate of 8% per annum and has a term of one year. The Note has conversion rights allowing for the conversion of amounts due at $0.02 per share or 70% of the lowest closing bid price of the Company’s common stock in the 5 days prior to conversion.
In accordance with ASC 855-10, the Company has analyzed its operations from June 30, 2020 to August 13, 2020 and has determined that it has no further material subsequent events to disclose in these financial statements.
END OF NOTES TO FINANCIAL STATEMENTS
| F-10 |
| ITEM 2. | MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION OR PLAN OF OPERATION |
FORWARD-LOOKING STATEMENTS
This Quarterly Report on Form 10-Q contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”) and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). These forward-looking statements are not historical facts but rather are based on current expectations, estimates and projections. We may use words such as “anticipate,” “expect,” “intend,” “plan,” “believe,” “foresee,” “estimate” and variations of these words and similar expressions to identify forward-looking statements. These statements are not guarantees of future performance and are subject to certain risks, uncertainties and other factors, some of which are beyond our control, are difficult to predict and could cause actual results to differ materially from those expressed or forecasted. You should read this report completely and with the understanding that actual future results may be materially different from what we expect. The forward-looking statements included in this report are made as of the date of this report and should be evaluated with consideration of any changes occurring after the date of this Report. We will not update forward-looking statements even though our situation may change in the future and we assume no obligation to update any forward-looking statements, whether as a result of new information, future events or otherwise.
Our Business
Altair International Corp. (“Altair”) is a development stage company that was incorporated in Nevada on December 20, 2012.
The Company is currently engaged in identifying and assessing new business opportunities.
The Company had previously planned to engage in the distribution of oral thin film nutraceutical products. This plan was abandoned in the 2017 fiscal year due to a lack of working capital required to introduce the products to market.
RESULTS OF OPERATIONS
We have incurred recurring losses to date. Our financial statements have been prepared assuming that we will continue as a going concern and, accordingly, do not include adjustments relating to the recoverability and realization of assets and classification of liabilities that might be necessary should we be unable to continue in operation.
We expect we will require additional capital to meet our long term operating requirements. Management intends to finance operating costs over the next twelve months with existing cash on hand, loans from third parties and/or private placements of common stock. No assurance can be given that such funds will be available.
Working Capital
| As of June 30, 2020 | As of March 31, 2020 | |||||||
| Total Current Assets | $ | 3,676 | 1,815 | |||||
| Total Current Liabilities | 79,371 | 55,527 | ||||||
| Working Capital (Deficit) | $ | (75,695 | ) | (53,712 | ) | |||
Cash Flows
| Three Months Ended June 30, 2020 |
Three Months Ended
June 30, 2019 |
|||||||
| Cash Flows from (used in) Operating Activities | $ | (38,850 | ) | (45 | ) | |||
| Cash Flow from (used in) Investing Activities | — | — | ||||||
| Cash Flows from (used in) Financing Activities | 42,500 | — | ||||||
| Net Increase (decrease) in Cash during period | $ | (3,650 | ) | (45 | ) | |||
Operating Revenues
During the three month period ending June 30, 2020, the Company did not record any revenue. During the fiscal year ended March 31, 2020, the Company did not generate any revenue.
| 13 |
Operating Expenses and Net Loss
Operating expenses during the three month period ended June 30, 2020 were $35,395 consisting of general and administrative expenses which includes corporate overhead and financial and contracted services, as compared to $345 for the three month period ended June 30, 2019.
Interest expense for the three month period ended June 30, 2020 was $2,318 as compared to $448 for the three month period ended June 30, 2019.
Derivative liability expenses were $1,585 in the three month period ended June 30, 2020 compared to $0 for the three month period ended June 30, 2019.
Net loss for the three month period ended June 30, 2020 was $39,298 in comparison to a net loss of $793 for the three months ended June 30, 2019.
Liquidity and Capital Resources
At June 30, 2020, the Company’s current assets were $3,676 and at March 31, 2020 were $1,815. At June 30, 2020, the Company had total liabilities of $79,371, consisting of $526 in accounts payable, $14,165 in loans payable to a third party, $595 in interest payable, $62,500 in convertible notes payable and a derivative liability of $1,585. At June 30, 2020, the Company had a working capital deficit of $75,695.
At June 30, 2019, the Company’s current assets were $2,236 and at March 31, 2019 were $2,281. At June 30, 2019, the Company had total liabilities of $51,485, consisting of $5,500 in accounts payable, a $30,000 Promissory Note payable to a related party, $14,165 in loans payable to a third party, and $1,820 in interest payable. At June 30, 2019, the Company had a working capital deficit of $49,249.
Cash flow from/used in Operating Activities
We have not generated positive cash flows from operating activities. During the three month period ended June 30, 2020, the Company used $38,850 of cash for operating activities. For the three month period ended June 30, 2019 the Company used $45 of cash for operating activities.
Cash flow from Financing Activities
We have financed our operations primarily from either advancements or the issuance of equity and debt instruments. During the three month period ended June 30, 2020, the Company received $62,500 of cash from financing activities offset by payments of $20,000 to settle loans payable to related parties. For the three month period ended June 30, 2019 the Company received $NIL of cash from financing activities.
Going Concern
We have not attained profitable operations and are dependent upon obtaining financing to pursue any extensive acquisitions and activities. For these reasons, our auditors stated in their report on our audited financial statements that they have substantial doubt that we will be able to continue as a going concern without further financing. The financial statements have been prepared "assuming that we will continue as a going concern," which contemplates that we will realize our assets and satisfy our liabilities and commitments in the ordinary course of business.
Off-Balance Sheet Arrangements
We have no significant off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to stockholders.
| 14 |
Future Financings
We will continue to rely on equity sales of our common shares or debt financing arrangements in order to continue to fund our business operations. Issuances of additional shares will result in dilution to existing stockholders. There is no assurance that we will achieve any additional sales of the equity securities or arrange for debt or other financing to fund our operations and other activities.
Critical Accounting Policies
Our financial statements and accompanying notes have been prepared in accordance with United States generally accepted accounting principles applied on a consistent basis. The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods.
We regularly evaluate the accounting policies and estimates that we use to prepare our financial statements. A complete summary of these policies is included in the notes to our financial statements. In general, management's estimates are based on historical experience, on information from third party professionals, and on various other assumptions that are believed to be reasonable under the facts and circumstances. Actual results could differ from those estimates made by management.
Convertible Promissory Notes
The Company has issued Promissory Notes with conversion provisions that allow the holder to convert the note into shares of the Company at a discount. The Company records an expense calculated at the date of issuance based on the amount the note could be converted into at that time, over and above the note payable.
Contractual Obligations
We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.
Recently Issued Accounting Pronouncements
The Company has implemented all new accounting pronouncements that are in effect. These pronouncements did not have any material impact on the financial statements unless otherwise disclosed, and the Company does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.
| 15 |
| ITEM 3. | QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK |
We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.
| ITEM 4. | Controls and Procedures |
Disclosure Controls and Procedures
Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in our reports filed under the Exchange Act is accumulated and communicated to management, including our Chief Executive Officer and our Chief Financial Officer, to allow timely decisions regarding required disclosure.
An evaluation was conducted under the supervision and with the participation of our management of the effectiveness of the design and operation of our disclosure controls and procedures, as required by Exchange Act Rule 13a-15. Based on that evaluation, our management concluded that our disclosure controls and procedures were effective as of June 30, 2020 to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified by the SEC’s rules and forms.
Management’s Report on Internal Control Over Financial Reporting
Our management is responsible for establishing and maintaining adequate control over financial reporting (as defined in Rule 13a-15(f) promulgated under the Exchange Act. Our management assessed the effectiveness of our internal control over financial reporting as of June 30, 2020. Our management has concluded that, as of June 30, 2020, our internal control over financial reporting was effective.
Changes in Internal Control and Financial Reporting
There has been no change in our internal control over financial reporting identified in connection with our evaluation we conducted of the effectiveness of our internal control over financial reporting as of June 30, 2020, that occurred during our first fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
This quarterly report does not include an attestation report of the Company’s registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by the Company’s registered public accounting firm pursuant to temporary rules of the SEC that permit the Company to provide only management’s report in this quarterly report.
| 16 |
PART II—OTHER INFORMATION
| ITEM 1. | LEGAL PROCEEDINGS |
We know of no material, existing or pending legal proceedings against our Company, nor are we involved as a plaintiff in any material proceeding or pending litigation. There are no proceedings in which our director, officer or any affiliates, or any registered or beneficial shareholder, is an adverse party or has a material interest adverse to our interest.
| ITEM 1A. | RISK FACTORS |
We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information required under this item.
| ITEM 2. | Unregistered Sales of Equity Securities and Use of Proceeds. |
Quarterly Issuances:
None
Subsequent Issuances:
None
| ITEM 3. | Defaults Upon Senior Securities |
None.
| ITEM 4. | MINE SAFETY DISCLOSURES |
Not applicable.
| ITEM 5. | OTHER INFORMATION |
None.
| ITEM 6. | EXHIBITS |
|
Exhibit Number |
Description of Exhibit | Filing |
| 3.01 | Articles of Incorporation | Filed with the SEC on July 29, 2013 as part of our Registration Statement on Form S-1. |
| 3.02 | Bylaws | Filed with the SEC on July 29, 2013 as part of our Registration Statement on Form S-1. |
| 31.01 | CEO and CFO Certification Pursuant to Rule 13a-14 | Filed herewith. |
| 32.01 | CEO and CFO Certification Pursuant to Section 906 of the Sarbanes-Oxley Act | Filed herewith. |
| 101.INS* | XBRL Instance Document | Filed herewith. |
| 101.SCH* | XBRL Taxonomy Extension Schema Document | Filed herewith. |
| 101.CAL* | XBRL Taxonomy Extension Calculation Linkbase Document | Filed herewith. |
| 101.LAB* | XBRL Taxonomy Extension Labels Linkbase Document | Filed herewith. |
| 101.PRE* | XBRL Taxonomy Extension Presentation Linkbase Document | Filed herewith. |
| 101.DEF* | XBRL Taxonomy Extension Definition Linkbase Document | Filed herewith. |
| (i) | *Pursuant to Regulation S-T, this interactive data file is deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, and otherwise is not subject to liability under these sections. |
| 17 |
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Company caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
ALTAIR INTERNATIONAL CORP.
Dated: August 17, 2020
/s/ Alan M. Smith
By: Alan M. Smith
Its: President, CEO, CFO, Secretary, Treasurer and Director
Pursuant to the requirement of the Securities Exchange Act of 1934, this report has been signed below by the following person on behalf of the Company and in the capacities and on the dates indicated:
Dated: August 17, 2020
/s/ Alan M. Smith
By: Alan M. Smith
Its: President, CEO, CFO, Secretary, Treasurer and Director
18
EXHIBIT 31.1
CERTIFICATION
I, Alan M. Smith, certify that:
| 1. | I have reviewed this Quarterly Report on Form 10-Q of Altair International Corp. (the “Company”); |
| 2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
| 3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Company as of, and for, the periods presented in this report; |
| 4. | I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Company and have: |
| a. | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
| b. | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
| c. | Evaluated the effectiveness of the Company’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
| d. | Disclosed in this report any change in the Company’s internal control over financial reporting that occurred during the Company’s most recent fiscal quarter (the Company’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting; and |
| 5. | I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Company’s auditors and the audit committee of the Company’s board of directors (or persons performing the equivalent functions): |
| a. | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information; and |
| b. | Any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal control over financial reporting. |
Date: August 17, 2020
| /s/ Alan M. Smith | ||
| Alan M. Smith | ||
|
Chief Executive Officer |
EXHIBIT 31.2
CERTIFICATION
I, Alan M. Smith, certify that:
| 1. | I have reviewed this Quarterly Report on Form 10-Q of Altair International Corp. (the “Company”); |
| 2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
| 3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Company as of, and for, the periods presented in this report; |
| 4. | I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Company and have: |
| a. | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
| b. | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
| c. | Evaluated the effectiveness of the Company’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
| d. | Disclosed in this report any change in the Company’s internal control over financial reporting that occurred during the Company’s most recent fiscal quarter (the Company’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting; and |
| 5. | I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Company’s auditors and the audit committee of the Company’s board of directors (or persons performing the equivalent functions): |
| a. | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information; and |
| b. | Any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal control over financial reporting. |
Date: August 17, 2020
| /s/ Alan M. Smith | ||
| Alan M. Smith | ||
| Chief Financial Officer |
EXHIBIT 32.1
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of Altair International Corp. (the “Company”) on Form 10-Q for the period ended June 30, 2020, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Alan M. Smith, Principal Executive Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
| 1. | The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and |
| 2. | The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. |
| Date: August 17, 2020 | /s/ Alan M. Smith | |
| Alan M. Smith | ||
| Chief Executive Officer | ||
EXHIBIT 32.2
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of Altair International Corp. (the “Company”) on Form 10-Q for the period ended June 30, 2020, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Alan M. Smith, Principal Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
| 1. | The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and |
| 2. | The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. |
| Date: August 17, 2020 | /s/ Alan M. Smith | |
| Alan M. Smith | ||
| Chief Financial Officer | ||